Supersedes Prior Agreement. This Agreement, as amended and supplemented from time to time, supersedes and replaces in its entirety any other selected dealers agreement and any other agreement between us governing similar transactions in which you are acting as a selected dealer, for all Offerings conducted from and after the date hereof. Please confirm by signing and returning to us the enclosed copy of this Agreement that your subscription to, or your acceptance of any reservation of, any Securities pursuant to an Offering shall constitute (i) acceptance of and agreement to the terms and conditions of this Agreement (as supplemented and amended pursuant to Section 6 hereof) together with and subject to any supplementary terms and conditions contained in any Written Communication from us in connection with such Offering, all of which shall constitute a binding agreement between you and us, individually or as representative of any Underwriters, (ii) confirmation that your representations and warranties set forth in Section 4 hereof are true and correct at that time, (iii) confirmation that your agreements set forth in Sections 2 and 3 hereof have been and will be fully performed by you to the extent and at the times required thereby and (iv) in the case of any Offering described in Section 3(a) or 3(b) hereof, acknowledgment that you have requested or will request and received or will receive from us sufficient copies of the final prospectus or offering circular, as the case may be, with respect to such Offering in order to comply with your undertakings in Section 3(a) or 3(b) hereof. Very truly yours, By: By: Title: CONFIRMED: , 20[ ] [DEALER NAME] By: Name: (Print name) Title: EXHIBIT H Form of Agent Joinder Letter [Date] [Name and Address of Agent] Re: [Verizon InterNotes® (the “Notes”) / Issuance of $[ ] Verizon InterNotes® by Verizon Communications Inc. Due [ ], Sold on [ ], for Settlement on [ ] (the “Notes”)] Dear [ ]: The Selling Agent Agreement, dated as of [ ], 2017 (the “Agreement”), among Verizon Communications Inc. (the “Company”), Incapital LLC and the Agents named therein, provides for the issue and sale by the Company of the Notes. Subject to and in accordance with the terms of the Agreement and accompanying Procedures, the Company hereby appoints you as Agent (as such term is defined in the Agreement) [on an ongoing basis in connection with the purchase of the Notes][in connection with the purchase of the Notes, but only for this one transaction]. Your appointment is made subject to the terms and conditions applicable to Agents under the Agreement and terminates upon [termination of the Agreement][payment for the Notes or other termination of this transaction]. Accompanying this letter is a copy of the Agreement, the provisions of which are incorporated herein by reference. Copies of the documents previously delivered to the Agents under the Agreement are available upon request. This letter agreement, like the Agreement, is governed by and construed in accordance with the laws of the State of New York. If the above is in accordance with your understanding of our agreement, please sign and return this letter to us on or before settlement date. This action will confirm your appointment and your acceptance and agreement to act as Agent [on an ongoing basis in connection with the purchase of the Notes][in connection with the issue and sale of the Notes] under the terms and conditions of the Agreement. Capitalized terms used herein that are not otherwise defined herein shall have the meanings ascribed thereto in the Agreement Very truly yours, VERIZON COMMUNICATIONS INC. By: Name: Title: AGREED AND ACCEPTED [Name of Agent] By: Name: Title:
Appears in 1 contract
Samples: Selling Agent Agreement (Verizon Communications Inc)
Supersedes Prior Agreement. This Agreement, as amended and supplemented from time to time, supersedes and replaces in its entirety any other selected dealers agreement and any other agreement between us governing similar transactions in which you are acting as a selected dealer, for all Offerings conducted from and after the date hereof. Please confirm by signing and returning to us the enclosed copy of this Agreement that your subscription to, or your acceptance of any reservation of, any Securities pursuant to an Offering shall constitute (i) acceptance of and agreement to the terms and conditions of this Agreement (as supplemented and amended pursuant to Section 6 hereof) together with and subject to any supplementary terms and conditions contained in any Written Communication from us in connection with such Offering, all of which shall constitute a binding agreement between you and us, individually or as representative of any Underwriters, (ii) confirmation that your representations and warranties set forth in Section 4 hereof are true and correct at that time, (iii) confirmation that your agreements set forth in Sections 2 and 3 hereof have been and will be fully performed by you to the extent and at the times required thereby and (iv) in the case of any Offering described in Section 3(a) or and 3(b) hereof, acknowledgment that you have requested or will request and received or will receive from us sufficient copies of the final prospectus or offering circular, as the case may be, with respect to such Offering in order to comply with your undertakings in Section 3(a) or 3(b) hereof. Very truly yours, By: __________________________ Xxxxx Xxxxxxx Managing Director - Syndicate CONFIRMED: ______________________, 20___ (customer name) By: Title: CONFIRMED: , 20[ ] [DEALER NAME] By: _____________________________________ Name: ___________________________________ (Print name) Title: ____________________________________ EXHIBIT H F Form of Agent Joinder Letter [Date] [Name and Address of Agent] Re: [Verizon InterNotes® Priority Income Fund Series A, B, C and D Term Preferred Stock (the “Notes”) / Issuance Term Preferred Stock”)][Issuance of [$[ ] Verizon InterNotes® ]_________________Term Preferred Stock by Verizon Communications Priority Income Fund, Inc. Due [ ], Sold on [ ]_____________, for Settlement on [ ] _____________ (the “NotesTerm Preferred Stock”)] Dear [ ]__________: The Selling Agent Agreement, Agreement dated as of [ April [•], 2017 2019 (the “Agreement”), among Verizon Communications Priority Income Fund, Inc. (the “Company”), Priority Senior Secured Income Management, LLC, Prospect Administration LLC, Incapital LLC (the “Purchasing Agent”) and the Agents named thereinLadenburg Xxxxxxxx & Co. Inc., provides for the issue and sale by the Company of the NotesTerm Preferred Stock. Subject to and in accordance with the terms of the Agreement and accompanying ProceduresAgreement, the Company hereby appoints you as Agent (as such term is defined in the Agreement) [on an ongoing on−going basis in connection with the purchase of the Notes][in Term Preferred Stock][in connection with the purchase of the NotesTerm Preferred Stock, but only for this one transaction]. Your appointment is made subject to the terms and conditions applicable to Agents under the Agreement and terminates upon [termination of the Agreement][payment for the Notes Term Preferred Stock or other termination of this transaction]. Accompanying this letter is a copy of the Agreement, the provisions of which are incorporated herein by reference. Copies of the documents previously delivered to the Agents under the Agreement are available upon request. This letter agreement, like the Agreement, is governed by and construed in accordance with the laws of the State of New York. If the above is in accordance with your understanding of our agreement, please sign and return this letter to us on or before settlement date. This action will confirm your appointment and your acceptance and agreement to act as Agent [on an ongoing on−going basis in connection with the purchase of the Notes][in Term Preferred Stock][in connection with the issue and sale of the NotesTerm Preferred Stock] under the terms and conditions of the Agreement. Capitalized terms used herein that are not otherwise defined herein shall have the meanings ascribed thereto in the Agreement Very truly yours, VERIZON COMMUNICATIONS PRIORITY INCOME FUND, INC. By: ________________________ Name: ________________________ Title: ________________________ PRIORITY SENIOR SECURED INCOME MANAGEMENT, LLC By: ________________________ Name: ________________________ Title: ________________________ PROSPECT ADMINISTRATION LLC By: ________________________ Name: ________________________ Title: ________________________ AGREED AND ACCEPTED [Name of Agent] By: ________________________ Name: ________________________ Title: ________________________ Exhibit G Incapital LLC Ladenburg Xxxxxxxx & Co. Inc. [Other Agents party to the Selling Agent Agreement] c/o Incapital LLC 000 Xxxxx Xxxxxx Xxxxx Suite 3700 Chicago, Illinois 60606 Ladies and Gentlemen: This certificate of Priority Income Fund, Inc. (the “Fund”), is being delivered on behalf of the Fund by Xxxxxxx Van Dask, in connection with the Selling Agent Agreement, dated April [•], 2019, among the Fund, Priority Senior Secured Income Management, LLC, Prospect Administration, Incapital LLC and Ladenburg Xxxxxxxx & Co. Inc. (the “Agreement”) in relation to the issuance and sale of up to $200,000,000 of (i) the Fund’s 6.375% Series A Term Preferred Stock Due 2025, $0.01 par value per share, (ii) the Fund’s 6.25% Series B Term Preferred Stock Due 2023, $0.01 par value per share, (iii) the Fund’s 6.625% Series C Term Preferred Stock Due 2024, $0.01 par value per share, and (iv) the Fund’s 7.00% Series D Term Preferred Stock Due 2029, $0.01 par value per share. I hereby certify that I am the duly elected Chief Financial Officer of the Fund. In such capacity, I am responsible for the Fund's financial accounting and am familiar with the Fund's accounting records and internal controls. I have reviewed the Fund’s quarterly schedule of portfolio holdings for the quarterly period ended [March 31, [•]/September 30, [•]] attached hereto as Exhibit A and included in the Fund’s quarterly schedule of portfolio holdings of registered management investment companies on Form N-Q (the “Schedule of Investments”) and for purposes of this certification, have inquired of other officials of the Fund, as necessary, who have responsibility for certain financial and accounting matters. Nothing has come to my attention based on my review of the Schedule of Investments and my inquiries of other Fund officials as stated above, that causes me to believe that:
Appears in 1 contract
Samples: Selling Agent Agreement (Priority Income Fund, Inc.)
Supersedes Prior Agreement. This Agreement, as amended and supplemented from time to time, supersedes and replaces in its entirety any other selected dealers agreement and any CHI99 4594812-9.021110.0014 other agreement between us governing similar transactions in which you are acting as a selected dealer, for all Offerings conducted from and after the date hereof. Please confirm by signing and returning to us the enclosed copy of this Agreement that your subscription to, or your acceptance of any reservation of, any Securities pursuant to an Offering shall constitute (i) acceptance of and agreement to the terms and conditions of this Agreement (as supplemented and amended pursuant to Section 6 4 hereof) together with and subject to any supplementary terms and conditions contained in any Written Communication from us in connection with such Offering, all of which shall constitute a binding agreement between you and us, individually or as representative of any Underwriters, (ii) confirmation that your representations and warranties set forth in Section 4 3 hereof are true and correct at that time, (iii) confirmation that your agreements set forth in Sections 2 and 3 hereof have been and will be fully performed by you to the extent and at the times required thereby and (iv) in the case of any Offering described in Section 3(a) or and 3(b) hereof, acknowledgment that you have requested or will request and received or will receive from us sufficient copies of the final prospectus or offering circular, as the case may be, with respect to such Offering in order to comply with your undertakings in Section 3(a) or 3(b) hereof. Very truly yours, By:__________________________ Xxxxx Xxxxxxx Managing Director - Syndicate CONFIRMED: ______________________, 20___ Company Name By: Title: CONFIRMED: , 20[ ] [DEALER NAME] By: _____________________________________ Name: ___________________________________ (Print name) Title: EXHIBIT H Form of Agent Joinder Letter [Date] [Name and Address of Agent] Re: [Verizon InterNotes® (the “Notes”) / Issuance of $[ ] Verizon InterNotes® by Verizon Communications Inc. Due [ ], Sold on [ ], for Settlement on [ ] (the “Notes”)] Dear [ ]: The Selling Agent Agreement, dated as of [ ], 2017 (the “Agreement”), among Verizon Communications Inc. (the “Company”), Incapital LLC and the Agents named therein, provides for the issue and sale by the Company of the Notes. Subject to and in accordance with the terms of the Agreement and accompanying Procedures, the Company hereby appoints you as Agent (as such term is defined in the Agreement) [on an ongoing basis in connection with the purchase of the Notes][in connection with the purchase of the Notes, but only for this one transaction]. Your appointment is made subject to the terms and conditions applicable to Agents under the Agreement and terminates upon [termination of the Agreement][payment for the Notes or other termination of this transaction]. Accompanying this letter is a copy of the Agreement, the provisions of which are incorporated herein by reference. Copies of the documents previously delivered to the Agents under the Agreement are available upon request. This letter agreement, like the Agreement, is governed by and construed in accordance with the laws of the State of New York. If the above is in accordance with your understanding of our agreement, please sign and return this letter to us on or before settlement date. This action will confirm your appointment and your acceptance and agreement to act as Agent [on an ongoing basis in connection with the purchase of the Notes][in connection with the issue and sale of the Notes] under the terms and conditions of the Agreement. Capitalized terms used herein that are not otherwise defined herein shall have the meanings ascribed thereto in the Agreement Very truly yours, VERIZON COMMUNICATIONS INC. By: Name: Title: AGREED AND ACCEPTED [Name of Agent] By: Name: Title:____________________________________ CHI99 4594812-9.021110.0014
Appears in 1 contract
Supersedes Prior Agreement. This Agreement, as amended and supplemented from time to time, supersedes and replaces in its entirety any other selected dealers agreement and any other agreement between us governing similar transactions in which you are acting as a selected dealer, for all Offerings conducted from and after the date hereof. Please confirm by signing and returning to us the enclosed copy of this Agreement that your subscription to, or your acceptance of any reservation of, any Securities Notes pursuant to an Offering shall constitute (i) acceptance of and agreement to the terms and conditions of this Agreement (as supplemented and amended pursuant to Section 6 hereof) together with and subject to any supplementary terms and conditions contained in any Written Communication from us in connection with such Offering, all of which shall constitute a binding agreement between you and us, individually or as representative of any Underwriters, (ii) confirmation that your representations and warranties set forth in Section 4 hereof are true and correct at that time, (iii) confirmation that your agreements set forth in Sections 2 and 3 hereof have been and will be fully performed by you to the extent and at the times required thereby and (iv) in the case of any Offering described in Section 3(a) or and 3(b) hereof, acknowledgment that you have requested or will request and received or will receive from us sufficient copies of the final prospectus or offering circular, as the case may be, with respect to such Offering in order to comply with your undertakings in Section 3(a) or 3(b) hereof. Very truly yours, By: ByName: Title: CONFIRMED: , 20[ ] [DEALER NAME] 20 By: Name: (Print name) Title: EXHIBIT H Form D TERMS AGREEMENT , 20 The undersigned agrees to purchase the following aggregate principal amount of Agent Joinder Letter [PACCAR Financial InterNotes®, Series B: $ The terms of such Notes shall be as follows: Trade Date] [Name : CUSIP Number: Interest Rate: Original Issue Date: Stated Maturity Date: Price to Public: % Commission: % Net Proceeds to Issuer: $ Applicable Time: Settlement Date, Time and Address of Agent] RePlace: Interest Payment Frequency: Regular Record Dates: Optional Redemption/Repayment provisions, if any: Survivor’s Option: [Verizon InterNotes® (the “Notes”) / Issuance of $[ ] Verizon InterNotes® by Verizon Communications Inc. Due [ ], Sold on [ ], for Settlement on [ ] (the “Notes”)] Dear [ ]: The Selling Agent Agreement, dated as of [ ], 2017 (the “Agreement”), among Verizon Communications Inc. (the “Company”), Incapital LLC and the Agents named therein, provides for the issue and sale by the Company of the Notes. Subject to and in accordance with the terms of the Agreement and accompanying Procedures, the Company hereby appoints you as Agent (as such term is defined in the Agreement) [on an ongoing basis in connection with the purchase of the Notes][in connection with the purchase of the Notes, but only for this one transaction]. Your appointment is made subject to the Any other terms and conditions applicable agreed to Agents under by the Agreement Purchasing Agent and terminates upon [termination of the Agreement][payment for the Notes or other termination of this transaction]. Accompanying this letter is a copy of the Agreement, the provisions of which are incorporated herein by reference. Copies of the documents previously delivered to the Agents under the Agreement are available upon request. This letter agreement, like the Agreement, is governed by and construed in accordance with the laws of the State of New York. If the above is in accordance with your understanding of our agreement, please sign and return this letter to us on or before settlement date. This action will confirm your appointment and your acceptance and agreement to act as Agent [on an ongoing basis in connection with the purchase of the Notes][in connection with the issue and sale of the NotesCompany] under the terms and conditions of the Agreement. Capitalized terms used herein that are not otherwise defined herein shall have the meanings ascribed thereto in the Agreement Very truly yours, VERIZON COMMUNICATIONS INCINCAPITAL LLC By: Name: Title: ACCEPTED: PACCAR FINANCIAL CORP. By: Name: Title: AGREED AND ACCEPTED [Name of Agent] ByEXHIBIT E FORM OF PRICING SUPPLEMENT Pricing Supplement Dated: NameRule 424(b)(2) (To Prospectus Supplement Dated November 7, 2012 and Prospectus Dated November 7, 2012) File No. Pricing Supplement No. U.S. $ PACCAR FINANCIAL INTERNOTES®, SERIES B DUE NINE MONTHS OR MORE FROM DATE OF ISSUE Trade Date: TitleIssue Date: Joint Lead Managers: Agents: CUSIP AGGREGATE PRINCIPAL AMOUNT PRICE TO PUBLIC CONCESSION NET PROCEEDS TO ISSUER INTEREST RATE INTEREST PAYMENT FREQUENCY STATED MATURITY DATE FIRST INTEREST PAYMENT DATE SURVIVOR’S OPTION REDEMPTION OR OTHER REPAYMENT YES/NO REDEMPTION/ OTHER REPAYMENT TERMS Other Terms:
Appears in 1 contract
Supersedes Prior Agreement. This Agreement, as amended and supplemented from time to time, supersedes and replaces in its entirety any other selected dealers agreement and any other agreement between us governing similar transactions in which you are acting as a selected dealer, for all Offerings conducted from and after the date hereof. Please confirm by signing and returning to us the enclosed copy of this Agreement that your subscription to, or your acceptance of any reservation of, any Securities pursuant to an Offering shall constitute (i) acceptance of and agreement This Agreement supersedes all prior agreements entered into between the parties, including but not limited to the terms Original Agreement. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Company and conditions of the Agent, please so indicate in the space provided below for that purpose, whereupon this Agreement (as supplemented and amended pursuant to Section 6 hereof) together with and subject to any supplementary terms and conditions contained in any Written Communication from us in connection with such Offering, all of which letter shall constitute a binding agreement between you the Company and us, individually or as representative of any Underwriters, (ii) confirmation that your representations and warranties set forth in Section 4 hereof are true and correct at that time, (iii) confirmation that your agreements set forth in Sections 2 and 3 hereof have been and will be fully performed by you to the extent and at the times required thereby and (iv) in the case of any Offering described in Section 3(a) or 3(b) hereof, acknowledgment that you have requested or will request and received or will receive from us sufficient copies of the final prospectus or offering circular, as the case may be, with respect to such Offering in order to comply with your undertakings in Section 3(a) or 3(b) hereofAgent. Very truly yours, XXXXX SILVER & GOLD MINES LTD. By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: President and Chief Executive Officer ACCEPTED as of the date first-above written: CANTOR XXXXXXXXXX & CO. By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: CONFIRMEDChief Operating Officer SCHEDULE 1 ______________________ FORM OF PLACEMENT NOTICE ______________________ From: Xxxxx Silver & Gold Mines Ltd. To: Cantor Xxxxxxxxxx & Co. Attention: _____________________ Subject: Placement Notice Gentlemen: Pursuant to the terms and subject to the conditions contained in the Amended and Restated Sales Agreement between Xxxxx Silver & Gold Mines Ltd., 20[ ] [DEALER NAME] By: Name: a company continued under the Business Corporations Act (Print nameBritish Columbia) Title: EXHIBIT H Form of Agent Joinder Letter [Date] [Name and Address of Agent] Re: [Verizon InterNotes® (the “Notes”) / Issuance of $[ ] Verizon InterNotes® by Verizon Communications Inc. Due [ ], Sold on [ ], for Settlement on [ ] (the “Notes”)] Dear [ ]: The Selling Agent Agreement, dated as of [ ], 2017 (the “Agreement”), among Verizon Communications Inc. (the “Company”), Incapital LLC and the Agents named thereinCantor Xxxxxxxxxx & Co. (“Agent”), provides for the issue and sale by the Company of the Notes. Subject to and in accordance with the terms of the Agreement and accompanying Proceduresdated August 21, 2018, the Company hereby appoints you as requests that the Agent (as such term is defined in the Agreement) [on an ongoing basis in connection with the purchase sell up to ____________ of the Notes][in connection with Company’s common shares, no par value per share, at a minimum market price of $_______ per share, during the purchase time period beginning [month, day, time] and ending [month, day, time]. SCHEDULE 2 __________________________ Compensation __________________________ The Company shall pay to the Agent in cash, upon each sale of Placement Shares pursuant to this Agreement, an amount equal to 3.0% of the Notes, but only for this one transaction]. Your appointment is made subject to the terms and conditions applicable to Agents under the Agreement and terminates upon [termination of the Agreement][payment for the Notes or other termination of this transaction]. Accompanying this letter is a copy of the Agreement, the provisions of which are incorporated herein by reference. Copies of the documents previously delivered to the Agents under the Agreement are available upon request. This letter agreement, like the Agreement, is governed by and construed in accordance with the laws of the State of New York. If the above is in accordance with your understanding of our agreement, please sign and return this letter to us on or before settlement date. This action will confirm your appointment and your acceptance and agreement to act as Agent [on an ongoing basis in connection with the purchase of the Notes][in connection with the issue and aggregate gross proceeds from each sale of the Notes] under the terms Placement Shares. SCHEDULE 3 __________________________ Notice Parties __________________________ The Company Xxxxx Xxxxxx (xxxxxxx@xxxxx.xxx) Xxxxxxx Xxxxxxxx (xxxxxxxxx@xxxxx.xxx) The Agent Xxxxxx Xxxxxxx (XXxxxxxx@xxxxxx.xxx) With copies to: XXXXX@xxxxxx.xxx SCHEDULE 4 __________________________ Material Subsidiaries __________________________ Oniva Silver and conditions of the Agreement. Capitalized terms used herein that are not otherwise defined herein shall have the meanings ascribed thereto in the Agreement Very truly yoursGold Mines S.A. de C.V. Mexico 100% Promotora Xxxxx, VERIZON COMMUNICATIONS INC. By: Name: Title: AGREED AND ACCEPTED [Name of Agent] By: Name: Title:X.X. de C.V. Mexico 79.09% Compañía Minera Mexicana xx Xxxxx, X.X. de C.V. Mexico 98.45% direct 1.22% indirect (Promotora) 99.67% effective Bralorne Gold Mines Ltd. British Columbia 100% EXHIBIT 6(dd)
Appears in 1 contract
Supersedes Prior Agreement. This Agreement, as amended and supplemented from time to time, supersedes and replaces in its entirety any other selected dealers agreement and any other agreement between us governing similar transactions in which you are acting as a selected dealer, for all Offerings conducted from and after the date hereof. Please confirm by signing and returning to us the enclosed copy of this Agreement that your subscription to, or your acceptance of any reservation of, any Securities pursuant to an Offering shall constitute (i) acceptance of and agreement to the terms and conditions of this Agreement (as supplemented and amended pursuant to Section 6 hereof) together with and subject to any supplementary terms and conditions contained in any Written Communication from us in connection with such Offering, all of which shall constitute a binding agreement between you and us, individually or as representative of any Underwriters, (ii) confirmation that your representations and warranties set forth in Section 4 hereof are true and correct at that time, (iii) confirmation that your agreements set forth in Sections 2 and 3 hereof have been and will be fully performed by you to the extent and at the times required thereby and (iv) in the case of any Offering described in Section 3(a) or and 3(b) hereof, acknowledgment that you have requested or will request and received or will receive from us sufficient copies of the final prospectus or offering circular, as the case may be, with respect to such Offering in order to comply with your undertakings in Section 3(a) or 3(b) hereof. Very truly yours, By: __________________________ Xxxxx Xxxxxxx Managing Director - Syndicate CONFIRMED: ______________________, 20___ (CUSTOMER NAME) By: Title: CONFIRMED: , 20[ ] [DEALER NAME] By: _____________________________________ Name: ___________________________________ (Print name) Title: ____________________________________ EXHIBIT H Form of Agent Joinder Letter [Date] [Name and Address of Agent] Re: [Verizon InterNotes® Issuance and Sale of 5.50% Series AA1 Preferred Stock, par value $0.001 per share, by Prospect Capital Corporation (the “Notes”) / Issuance of $[ ] Verizon InterNotes® by Verizon Communications Inc. Due [ ], Sold on [ ], for Settlement on [ ] (the “NotesPreferred Stock”)] Dear [ ]__________: The Selling Agent AgreementDealer Manager Agreement dated October 30, dated as of [ ], 2017 2020 (the “Agreement”), among Verizon Communications Inc. Prospect Capital Corporation (the “Company”), Prospect Capital Management L.P., Prospect Administration LLC and Incapital LLC and (the Agents named therein, “Dealer Agent”) provides for the issue and sale by the Company of the NotesPreferred Stock. Subject to and in accordance with the terms of the Agreement and accompanying Administrative Procedures, the Company hereby appoints you as Agent (as such term is defined in the Agreement) [on an ongoing on−going basis in connection with the purchase of the Notes][in Preferred Stock][in connection with the purchase of the NotesPreferred Stock, but only for this one transaction]. Your appointment is made subject to the terms and conditions applicable to Agents under the Agreement and terminates upon [termination of the Agreement][payment for the Notes Preferred Stock or other termination of this transaction]. Accompanying this letter is a copy of the Agreement, the provisions of which are incorporated herein by reference. Copies of the documents previously delivered to the Agents under the Agreement are available upon request. This letter agreement, like the Agreement, is governed by and construed in accordance with the laws of the State of New York. If the above is in accordance with your understanding of our agreement, please sign and return this letter to us on or before settlement date. This action will confirm your appointment and your acceptance and agreement to act as Agent [on an ongoing on−going basis in connection with the purchase of the Notes][in Preferred Stock][in connection with the issue and sale of the NotesPreferred Stock] under the terms and conditions of the Agreement. Capitalized terms used herein that are not otherwise defined herein shall have the meanings ascribed thereto in the Agreement Very truly yours, VERIZON COMMUNICATIONS INC. PROSPECT CAPITAL CORPORATION By: ________________________ Name: ________________________ Title: ________________________ PROSPECT CAPITAL MANAGEMENT L.P. By: Prospect Management Group GP LLC, its General Partner By: ________________________ Name: ________________________ Title: ________________________ PROSPECT ADMINISTRATION LLC By: ________________________ Name: ________________________ Title: ________________________ AGREED AND ACCEPTED [Name of Agent] By: ________________________ Name: ________________________ Title:: ________________________
Appears in 1 contract
Supersedes Prior Agreement. This Agreement, as amended and supplemented from time to time, supersedes and replaces in its entirety any other selected dealers agreement and any other agreement between us governing similar transactions in which you are acting as a selected dealer, for all Offerings conducted from and after the date hereof. NY2-736121 Please confirm by signing and returning to us the enclosed copy of this Agreement that your subscription to, or your acceptance of any reservation of, any Securities pursuant to an Offering shall constitute (i) acceptance of and agreement to the terms and conditions of this Agreement (as supplemented and amended pursuant to Section 6 hereof) together with and subject to any supplementary terms and conditions contained in any Written Communication from us in connection with such Offering, all of which shall constitute a binding agreement between you and us, individually or as representative of any Underwriters, (ii) confirmation that your representations and warranties set forth in Section 4 hereof are true and correct at that time, (iii) confirmation that your agreements set forth in Sections 2 and 3 hereof have been and will be fully performed by you to the extent and at the times required thereby and (iv) in the case of any Offering described in Section 3(a) or and 3(b) hereof, acknowledgment that you have requested or will request and received or will receive from us sufficient copies of the final prospectus or offering circular, as the case may be, with respect to such Offering in order to comply with your undertakings in Section 3(a) or 3(b) hereof. Very truly yours, By: By__________________________ Name: Title: CONFIRMED: ______________________, 20[ ] [DEALER NAME] ___ By: _____________________________________ Name: ___________________________________ (Print name) Title: EXHIBIT H Form of Agent Joinder Letter [Date] [Name and Address of Agent] Re: [Verizon InterNotes® (the “Notes”) / Issuance of $[ ] Verizon InterNotes® by Verizon Communications Inc. Due [ ], Sold on [ ], for Settlement on [ ] (the “Notes”)] Dear [ ]: The Selling Agent Agreement, dated as of [ ], 2017 (the “Agreement”), among Verizon Communications Inc. (the “Company”), Incapital LLC and the Agents named therein, provides for the issue and sale by the Company of the Notes. Subject to and in accordance with the terms of the Agreement and accompanying Procedures, the Company hereby appoints you as Agent (as such term is defined in the Agreement) [on an ongoing basis in connection with the purchase of the Notes][in connection with the purchase of the Notes, but only for this one transaction]. Your appointment is made subject to the terms and conditions applicable to Agents under the Agreement and terminates upon [termination of the Agreement][payment for the Notes or other termination of this transaction]. Accompanying this letter is a copy of the Agreement, the provisions of which are incorporated herein by reference. Copies of the documents previously delivered to the Agents under the Agreement are available upon request. This letter agreement, like the Agreement, is governed by and construed in accordance with the laws of the State of New York. If the above is in accordance with your understanding of our agreement, please sign and return this letter to us on or before settlement date. This action will confirm your appointment and your acceptance and agreement to act as Agent [on an ongoing basis in connection with the purchase of the Notes][in connection with the issue and sale of the Notes] under the terms and conditions of the Agreement. Capitalized terms used herein that are not otherwise defined herein shall have the meanings ascribed thereto in the Agreement Very truly yours, VERIZON COMMUNICATIONS INC. By: Name: Title: AGREED AND ACCEPTED [Name of Agent] By: Name: Title:____________________________________
Appears in 1 contract
Samples: Selling Agent Agreement (Bank of America Corp /De/)
Supersedes Prior Agreement. This Agreement, as amended and supplemented from time to time, supersedes and replaces in its entirety any other selected dealers agreement and any other agreement between us governing similar transactions in which you are acting as a selected dealer, for all Offerings conducted from and after the date hereof. Please confirm by signing and returning to us the enclosed copy of this Agreement that your subscription to, or your acceptance of any reservation of, any Securities pursuant to an Offering shall constitute (i) acceptance of and agreement to the terms and conditions of this Agreement (as supplemented and amended pursuant to Section 6 hereof) together with and subject to any supplementary terms and conditions contained in any Written Communication from us in connection with such Offering, all of which shall constitute a binding agreement between you and us, individually or as representative of any Underwriters, (ii) confirmation that your representations and warranties set forth in Section 4 hereof are true and correct at that time, (iii) confirmation that your agreements set forth in Sections 2 and 3 hereof have been and will be fully performed by you to the extent and at the times required thereby and (iv) in the case of any Offering described in Section 3(a) or and 3(b) hereof, acknowledgment that you have requested or will request and received or will receive from us sufficient copies of the final prospectus or offering circular, as the case may be, with respect to such Offering in order to comply with your undertakings in Section 3(a) or 3(b) hereof. Very truly yours, By: By: Title: Xxxxx Xxxxxx Head of Capital Markets Exhibit B-A8 CONFIRMED: , 20[ ] [DEALER NAME] 20 By: Name: (Print name) Title: Exhibit B-A9 EXHIBIT H Form C TERMS AGREEMENT , 20 The undersigned agrees to purchase the following aggregate principal amount of Agent Joinder Letter [Date] [Name and Address Notes Due Nine Months or More from the Date of Agent] ReIssue: [Verizon InterNotes® (the “Notes”) / Issuance of $[ ] Verizon InterNotes® by Verizon Communications Inc. Due [ ], Sold on [ ], for Settlement on [ ] (the “Notes”)] Dear [ ]: $ The Selling Agent Agreement, dated as of [ ], 2017 (the “Agreement”), among Verizon Communications Inc. (the “Company”), Incapital LLC and the Agents named therein, provides for the issue and sale by the Company of the Notes. Subject to and in accordance with the terms of the Agreement and accompanying Procedures, the Company hereby appoints you such Notes shall be as Agent (as such term is defined in the Agreement) [on an ongoing basis in connection with the purchase of the Notes][in connection with the purchase of the Notes, but only for this one transaction]. Your appointment is made subject to the terms and conditions applicable to Agents under the Agreement and terminates upon [termination of the Agreement][payment for the Notes or other termination of this transaction]. Accompanying this letter is a copy of the Agreement, the provisions of which are incorporated herein by reference. Copies of the documents previously delivered to the Agents under the Agreement are available upon request. This letter agreement, like the Agreement, is governed by and construed in accordance with the laws of the State of New York. follows: Trade Date: CUSIP Number: Interest Rate Provisions: If the above is in accordance with your understanding of our agreement, please sign and return this letter to us on or before settlement date. This action will confirm your appointment and your acceptance and agreement to act as Agent [on an ongoing basis in connection with the purchase of the Notes][in connection with the issue and sale of the Notes] under the terms and conditions of the Agreement. Capitalized terms used herein that are not otherwise defined herein shall have the meanings ascribed thereto in the Agreement Very truly yours, VERIZON COMMUNICATIONS INC. By: Name: Title: AGREED AND ACCEPTED [Name of Agent] By: Name: TitleFixed Rate:
Appears in 1 contract
Supersedes Prior Agreement. This Agreement, as amended and supplemented from time to time, supersedes and replaces in its entirety any other selected dealers agreement and any other agreement between us governing similar transactions in which you are acting as a selected dealer, for all Offerings conducted from and after the date hereof. Please confirm by signing and returning to us the enclosed copy of this Agreement that your subscription to, or your acceptance of any reservation of, any Securities pursuant to an Offering shall constitute (i) acceptance of and agreement to the terms and conditions of this Agreement (as supplemented and amended pursuant to Section 6 hereof) together with and subject to any supplementary terms and conditions contained in any Written Communication from us in connection with such Offering, all of which shall constitute a binding agreement between you and us, individually or as representative of any Underwriters, (ii) confirmation that your representations and warranties set forth in Section 4 hereof are true and correct at that time, (iii) confirmation that your agreements set forth in Sections 2 and 3 hereof have been and will be fully performed by you to the extent and at the times required thereby and (iv) in the case of any Offering described in Section 3(a) or and 3(b) hereof, acknowledgment that you have requested or will request and received or will receive from us sufficient copies of the final prospectus or offering circular, as the case may be, with respect to such Offering in order to comply with your undertakings in Section 3(a) or 3(b) hereof. Very truly yours, By: __________________________ Xxxxx Xxxxxxx Managing Director - Syndicate CONFIRMED: ______________________, 20___ (CUSTOMER NAME) By: Title: CONFIRMED: , 20[ ] [DEALER NAME] By: _____________________________________ Name: ___________________________________ (Print name) Title: ____________________________________ EXHIBIT H G Form of Agent Joinder Letter [Date] [Name and Address of Agent] Re: [Verizon InterNotes® Issuance and Sale of 5.50% Series AA1 Preferred Stock, par value $0.001 per share and 5.50% Series MM1 Preferred Stock, par value $0.001 per share, by Prospect Capital Corporation (the “Notes”) / Issuance of $[ ] Verizon InterNotes® by Verizon Communications Inc. Due [ ], Sold on [ ], for Settlement on [ ] (the “NotesPreferred Stock”)] Dear [ ]__________: The Selling Agent AgreementAmended and Restated Dealer Manager Agreement dated February 18, dated as of [ ], 2017 2022 (the “Agreement”), among Verizon Communications Inc. Prospect Capital Corporation (the “Company”), Incapital Prospect Capital Management L.P., Prospect Administration LLC and InspereX LLC (the Agents named therein, “Dealer Agent”) provides for the issue and sale by the Company of the NotesPreferred Stock. Subject to and in accordance with the terms of the Agreement and accompanying Administrative Procedures, the Company hereby appoints you as Agent (as such term is defined in the Agreement) [on an ongoing on−going basis in connection with the purchase of the Notes][in Preferred Stock][in connection with the purchase of the NotesPreferred Stock, but only for this one transaction]. Your appointment is made subject to the terms and conditions applicable to Agents under the Agreement and terminates upon [termination of the Agreement][payment for the Notes Preferred Stock or other termination of this transaction]. Accompanying this letter is a copy of the Agreement, the provisions of which are incorporated herein by reference. Copies of the documents previously delivered to the Agents under the Agreement are available upon request. This letter agreement, like the Agreement, is governed by and construed in accordance with the laws of the State of New York. If the above is in accordance with your understanding of our agreement, please sign and return this letter to us on or before settlement date. This action will confirm your appointment and your acceptance and agreement to act as Agent [on an ongoing on−going basis in connection with the purchase of the Notes][in Preferred Stock][in connection with the issue and sale of the NotesPreferred Stock] under the terms and conditions of the Agreement. Capitalized terms used herein that are not otherwise defined herein shall have the meanings ascribed thereto in the Agreement Very truly yours, VERIZON COMMUNICATIONS INC. PROSPECT CAPITAL CORPORATION By: ________________________ Name: ________________________ Title: ________________________ PROSPECT CAPITAL MANAGEMENT L.P. By: Prospect Management Group GP LLC, its General Partner By: ________________________ Name: ________________________ Title: ________________________ PROSPECT ADMINISTRATION LLC By: ________________________ Name: ________________________ Title: ________________________ AGREED AND ACCEPTED [Name of Agent] By: ________________________ Name: ________________________ Title:: ________________________
Appears in 1 contract
